Notting Hill is a 1999 British romantic comedy set in Notting Hill, London, staring Hugh Grant & Julia Robert. I love the lyrics in the song ‘A smile on your face’ and if you’ve seen the movie you know what I mean. The music brings out the romance in the movie and the words “You say it best when you say nothing at all” reminds me of the romance between many boards of directors/CEOs and their respective audit committee members! This is not to say that they’re saying anything at all to improve governance but to the contrary when they say nothing, business as usual continues with governance on the back burner.
The smile on your face, Lets me know that you need me
There’s a truth in your eyes, Saying you’ll never leave me
The touch of your hand, Says you’ll catch me if ever I fall
You say it best, When you say nothing at all.
The song has words that the shareholders and regulators should be saying too! It goes like this……
“Try as I may, I could never explain, What I hear when you don’t say a thing.” This has prompted regulators and good thinking audit committee professionals to have continuous dialogue to improve the standard of oversight. Generally, directors with financial literacy understand their responsibility and try to contribute to the process. Of-course they could try a little more. Most of the other audit committee members who are friends of the chairman or CEO have no clue about why they have to provide oversight because management is paid to do that job! Aren’t they?
The audit committees should not follow the lyrics of the song by saying ” I’ll catch you if ever you fall” but try to strengthen systems and procedures with monitoring activities to prevent any fall. Only way to achieve this is to improve the following with active follow up;
Oversight of the process relating to financial and other risks,
Oversight of the internal control environment,
Oversight of the financial reporting environment, and
Oversight of the external audit process.